MOTUS HOLDINGS LIMITED - Award Of Rights In Terms Of Motus Share Incentive Schemes

Award Of Rights In Terms Of Motus Share Incentive Schemes

MOTUS Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 2017/451730/06
Share code: MTH
ISIN: ZAE000261913
(‘MOTUS’)

AWARD OF RIGHTS IN TERMS OF MOTUS SHARE INCENTIVE SCHEMES

In compliance with the Listings Requirements of the JSE Limited the following
information is provided:

MOTUS has awarded Deferred Bonus Plan (DBP) and Conditional Share Plan (CSP)
rights to its executive directors as set out below. These awards are in
respect of the 2018 financial year as disclosed in the pre-listing statement
of MOTUS dated 27 September 2018, which allocations had been deferred until
after completion of the unbundling of MOTUS.

DBP rights entitle the directors to commit an equal number of MOTUS shares to
the scheme, which will be held in escrow until vesting in September 2021.
Upon vesting, MOTUS will be obliged to deliver a matching share for each
committed share.

CSP rights will vest in September 2021 and 2022 and entitle the directors to
receive a number of MOTUS shares subject to the achievement of specific
cumulative performance conditions determined by the board of directors of
MOTUS, set out below:

Condition                Target                                    Weighting

HEPS                     Compared to Peer group with 30% vesting   35%
                         if performance is above the lower
                         quartile and 100% vesting if
                         performance is in the upper quartile of
                         the Peer group
Return on Invested       2% over Weighted Average Cost of          20%
Capital                  Capital. 0% vests if performance is
(ROIC)                   below target.
Operating Profit         Inflation + twice GDP growth in primary   20%
growth                   territories, weighted for the operating
                         profit contribution of each territory.
                         0% vests if performance is below
                         target.
Succession planning      Must be in place at each vesting date.    15%
                         The Board must approve the adequacy of
                         succession.
Discretionary            To assess non-quantifiable performance    10%
                         over the vesting period
Allocations

Name of director        Number of DBP’s    Number of CSP’s      Deemed value


OS Arbee                118 211            334 560              R40 600 000


OJ Janse v Rensburg     61 336             195 160              R23 000 000


All CSP and DBP awards were done off-market effective 30 November 2018 and
the Imperial share price used to calculate the deemed total value of the
awards is R89.67.

In relation to all transactions, prior written approval in terms of paragraph
3.66 of the Listings Requirements was obtained and nature of interest is
direct beneficial.

Company Secretary
RA Venter

5 December 2018
BEDFORDVIEW

Sponsor: The Standard Bank of South Africa Limited

Date: 05/12/2018 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.